A Research On The Legal Issues Of Breaking-off Negotiations

Contract negotiation is full of risks and uncertainty. Breaking-off negotiations is animportant issue in the negotiations. Freedom of Contract is the core of the autonomy ofprivate law. From the freedom of contract to negotiate in good faith and fair dealing is justas freedom of contract in individual standard to social standard related Justice ofcontract.the traditional offer and acceptance rule model is a backward static contractingmodel，while the new stage theory such as the degree of ripeness of contract and advancedstages of pre-contractual negotiations shows the complexity of the transaction.But becauseitself vagueness in demarcating the limits，it also encounter problems in the judicialpractice. Germany adopts “culpa in contrahendo”, French explains by the expansion of thetort law and the unite States does not acknowledge the good faith and fair dealing innegotiations while to deal with it in several methods for example the unjust enrichment,misrepresent and promissory estoppels. The basis of right to request contains “culpa incontrahendo”, tort law, Offer binding, effectiveness of reservation, and unjust enrichment.But it is essentially a reliance-based responsibility and the object of protection is damagedreliance.“Culpa in contrahendo” is an important solution, but we should learn from othercontract or tort rules to protect the interests of the party. The scope of compensation isreliance interest, with the exception compensation performance interests.